IntelGenx Technologies Corp. - Exhibit 4.1 - Filed by newsfilecorp.com





APPENDIX B 

 

INTELGENX TECHNOLOGIES CORP. 

 

PERFORMANCE AND RESTRICTED SHARE UNIT PLAN 
MAY 08,
2018





IntelGenx Technologies Corp. 

Performance and Restricted Share Unit
Plan 

ARTICLE 1 
PURPOSE 


1.1       
Purpose 

The purpose of this Plan is to provide the Corporation with a
share-related mechanism to attract, retain and motivate qualified Directors,
Employees and Consultants of the Corporation and its Subsidiaries, to reward
such of those Directors, Employees and Consultants as may be granted Awards
under this Plan by the Board from time to time for their contributions toward
the long term goals and success of the Corporation and to enable and encourage
such Directors, Employees and Consultants to acquire Shares as long term
investments and proprietary interests in the Corporation. 

ARTICLE 2 
INTERPRETATION 


2.1       
Definitions 

When used herein, unless the context otherwise requires, the
following terms have the indicated meanings, respectively: 

“Adjustment Factor” means the
Adjustment Factor set out in the Award Agreement for an award of Performance
Share Units; 

“Affiliate” has the meaning set
forth in the Securities Act;

“Associate” has the meaning
ascribed to it in the Securities Act; 

“Award” means a Restricted Share
Unit or a Performance Share Unit granted under this Plan; 

“Award Account” means the
notional account maintained for each Participant to which RSUs and PSUs Units
are credited;

“Award Agreement” means a
signed, written agreement between a Participant and the Corporation,
substantially in the form attached as Schedule A, in the case of Restricted
Share Units and in the form attached as Schedule B, in the case of Performance
Share Units, subject to any amendments or additions thereto as may, in the
discretion of the Board, be necessary or advisable, evidencing the terms and
conditions on which an Award has been granted under this Plan; 




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“Award Value” means such
percentage of annual base salary or such other amount as may be determined from
time to time by the Board as the original value of the Award to be paid to a
Participant and specified in the Participant’s Award Agreement; 

“Board” means the board of
directors of the Corporation; 

“Business Day” means a day,
other than a Saturday or Sunday, on which the principal commercial banks in the
Quebec, Canada and the U.S. are open for commercial business during normal
banking hours; 

“Cause” means, with respect to a
particular Employee: 

	 	(a) 	
      “cause” as such term is defined in the written employment
      agreement between the Corporation and the Employee; or

	 	 	 
	 	(b) 	
      in the event there is no written employment agreement
      between the Corporation and the Employee or “cause” is not defined in the
      written employment agreement between the Corporation and the Employee, the
      usual meaning of “cause” under the applicable laws of the Province of
      Quebec and Canada.



“Change in Control” means the
occurrence of any one or more of the following events: 

	 	(a) 	
      a consolidation, merger, amalgamation, arrangement or
      other reorganization or acquisition involving the Corporation or any of
      its Affiliates and another corporation or other entity, as a result of
      which the holders of Shares prior to the completion of the transaction
      hold less than 50% of the outstanding shares of the successor corporation
      after completion of the transaction;

	 	 	 
	 	(b) 	
      the sale, lease, exchange or other disposition, in a
      single transaction or a series of related transactions, of assets, rights
      or properties of the Corporation and/or any of its Subsidiaries which have
      an aggregate book value greater than 30% of the book value of the assets,
      rights and properties of the Corporation and its Subsidiaries on a
      consolidated basis to any other person or entity, other than a disposition
      to a wholly-owned subsidiary of the Corporation in the course of a
      reorganization of the assets of the Corporation and its
    subsidiaries;

	 	 	 
	 	(c) 	
      a resolution is adopted to wind-up, dissolve or liquidate
      the Corporation;

	 	 	 
	 	(d) 	
      any person, entity or group of persons or entities acting
      jointly or in concert (an “Acquiror”) acquires or acquires control
      (including, without limitation, the right to vote or direct the voting) of
      Voting Securities of the Corporation which, when added to the Voting
      Securities owned of record or beneficially by the Acquiror or which the
      Acquiror has the right to vote or in respect of which the Acquiror has the
      right to direct the voting, would entitle the Acquiror and/or Associates
      and/or Affiliates of the Acquiror to cast or to direct the casting of 50%
      or more of the votes attached to all of the Corporation’s outstanding
      Voting Securities which may be cast to elect directors of the Corporation
      or the successor corporation (regardless of whether a meeting has been
      called to elect directors);







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	 	(e) 	
      as a result of or in connection with: (A) a contested
      election of directors, or; (B) a consolidation, merger, amalgamation,
      arrangement or other reorganization or acquisitions involving the
      Corporation or any of its affiliates and another corporation or other
      entity, the nominees named in the most recent Management Information
      Circular of the Corporation for election to the Board shall not constitute
      a majority of the Board; or

	 	 	 
	 	(f) 	
      the Board adopts a resolution to the effect that a Change
      of Control as defined herein has occurred or is
imminent.



For the purposes of the foregoing,
“Voting Securities” means Shares and any other shares entitled to vote
for the election of directors and shall include any security, whether or not
issued by the Corporation, which are not shares entitled to vote for the
election of directors but are convertible into or exchangeable for shares which
are entitled to vote for the election of directors including any options or
rights to purchase such shares or securities.

Notwithstanding the foregoing
definition, for Awards that are non-qualified deferred compensation held by a
U.S. Participant, any Change in Control must also meet the requirements for a
“change in control” or “change in ownership” under Section 409A of the Code;


“Code” means the U.S. Internal
Revenue Code of 1986, as amended from time to time, and the regulations
promulgated under it; 

“Committee” has the meaning set
forth in Section 3.2 ; 

“Corporation” means IntelGenx
Technologies Corp.;

“Consultant” means an individual
or Consultant Company, other than an Employee or a Director of the Corporation,
that: 

	 	(a) 	
      is engaged to provide on a ongoing bona fide
      basis, consulting, technical, management or other services to the
      Corporation or an Affiliate of the Corporation, other than services
      provided in relation to a Distribution;

	 	 	 
	 	(b) 	
      provides the services under a written contract between
      the Corporation or an Affiliate of the Corporation and the individual or
      the Consultant Company;

	 	 	 
	 	(c) 	
      in the reasonable opinion of the Corporation, spends or
      will spend a significant amount of time and attention on the affairs and
      business of the Corporation or an Affiliate of the Corporation;

	 	 	 
	 	(d) 	
      has a relationship with the Corporation or an Affiliate
      of the Corporation that enables the individual to be knowledgeable about
      the business and affairs of the Corporation;
and







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	 	(e) 	
      and shall only include those persons who may participate
      in an “Employee Benefit Plan” as set forth in Rule 405 of the United
      States Securities Act of 1933, as amended;



“Consultant Company” means for
an individual consultant, a company or partnership of which the individual is an
employee, shareholder or partner; 

“Date of Grant” means, for any
Award, the date specified by the Board at the time it grants the Award (which,
for greater certainty, shall be no earlier than the date on which the Board
meets for the purpose of granting such Award) or if no such date is specified,
the date upon which the Award was granted; 

“Director” means a director of
the Corporation who is not an employee of the Corporation or a Subsidiary;

“Disabled” or “Disability”
means the permanent and total incapacity of a Participant as determined in
accordance with procedures established by the Board for purposes of this Plan;


“Distribution” has the meaning
set forth in the Securities Act; 

“Effective Date” means the
effective date of this Plan, being May 10, 2016; 

“Employee” means an individual
who: 

	 	(a) 	
      is considered an employee of the Corporation or a
      Subsidiary of the Corporation under the Income Tax Act (Canada)
      (i.e., for whom income tax, employment insurance and CPP deductions must
      be made at source);

	 	 	 
	 	(b) 	
      works full-time for the Corporation or a Subsidiary of
      the Corporation providing services normally provided by an employee and
      who is subject to the same control and direction by the Corporation or a
      Subsidiary of the Corporation over the details and methods of work as an
      employee of the Corporation, but for whom income tax deductions are not
      made at source; or

	 	 	 
	 	(c) 	
      works for the Corporation or a Subsidiary of the
      Corporation on a continuing and regular basis for a minimum amount of time
      per week providing services normally provided by an employee and who is
      subject to the same control and direction by the Corporation or a
      Subsidiary of the Corporation over the details and methods of work as an
      employee of the Corporation, but for whom income tax deductions are not
      made at source.



“Exchange” means such stock
exchange or other organized market on which the Shares are or may be listed or
posted for trading from time to time, including as applicable the TSX-V or the
TSX; 

“Exchange Act” means the United
States Securities Exchange Act of 1934, as amended from time to time; 




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“Expiry Date” means the date set
out in the Award Agreement; 

“Insider” means an “insider” as
defined by the Exchange from time to time in its rules and regulations; 

“Investor Relations Activities”
means any activities, by or on behalf of the Corporation or shareholder of the
Corporation, that promote or reasonably could be expected to promote the
purchase or sale of securities of the Corporation, but does not include: 

	 	(a) 	
      the dissemination of information provided, or records
      prepared, in the ordinary course of business of the Corporation

	 	 	 	 
	 		(i) 	
      to promote the sale of products or services of the
      Corporation, or

	 	 	 	 
	 		(ii) 	
      to raise public awareness of the
  Corporation,




	 	(b) 	
      that cannot reasonably be considered to promote the
      purchase or sale of securities of the Corporation;

	 	 	 	 
	 	(c) 	
      activities or communications necessary to comply with the
      requirements of:

	 	 	 	 
	 		(i) 	
      applicable Securities Laws;

	 	 	 	 
	 		(ii) 	
      Exchange requirements or the by-laws, rules or other
      regulatory instruments of any other self regulatory body or exchange
      having jurisdiction over the Corporation;




	 	(d) 	
      communications by a publisher of, or writer for, a
      newspaper, magazine or business or financial publication, that is of
      general and regular paid circulation, distributed only to subscribers to
      it for value or to purchasers of it, if:

	 	 	 	 
	 		(i) 	
      the communication is only through the newspaper, magazine
      or publication, and

	 	 	 	 
	 		(ii) 	
      the publisher or writer receives no commission or other
      consideration other than for acting in the capacity of publisher or
      writer; or



activities or communications that may
be otherwise specified by the Exchange. 

“Market Price” at any date in
respect of the Shares shall be the closing price of such Shares on the Exchange
(and if listed on more than one stock exchange, then the highest of such closing
prices) on the last Business Day prior to the relevant date. In the event that
such Shares did not trade on such Business Day, the Market Price shall be the
average of the bid and asked prices in respect of such Shares at the close of
trading on such date. In the event that such Shares are not listed and posted
for trading on any stock exchange, the Market Price shall be the fair market
value of such Shares as determined by the Board in its sole discretion;




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“NI 45-106” means National
Instrument 45-106 Prospectus and Registration Exemptions of the Canadian
Securities Administrators, as amended from time to time; 

“Non-U.S. Participant means a
Participant who is not a U.S. Participant;

“Participant” means an Employee,
Consultant or Director to whom an Award has been granted under this Plan; 

“Participant’s Employer” means
the Corporation or such Subsidiary as is or, if the Participant has ceased to be
employed by the Corporation or such Subsidiary, was the Participant’s Employer;


“Performance Goals” means
performance goals expressed in terms of attaining a specified level of the
particular criteria or the attainment of a percentage increase or decrease in
the particular criteria, and may be applied to one or more of the Corporation, a
Subsidiary, or a division or strategic business unit of the Corporation, or may
be applied to the performance of the Corporation relative to a market index, a
group of other companies or a combination thereof, all as determined by the
Board; 

“Performance Period” has the
meaning set out in the Award Agreement; 

“Performance Share Unit” or
“PSU” means a right to receive a Share, conditional on the achievement of
performance criteria and based on the Adjustment Factor as set out in the Award
Agreement, as determined by the Board, under Section 4.1; 

“Permitted Assign” has the
meaning assigned to that term in NI 45-106; 

“Person” includes an individual,
sole proprietorship, partnership, unincorporated association, unincorporated
syndicate, unincorporated organization, trust, body corporate, and a natural
person in his or her capacity as trustee, executor, administrator or other legal
representative;

“Plan” means this IntelGenx
Technologies Corp. Performance and Restricted Share Unit Plan, as may be amended
from time to time; 

“Redemption Date” means the date
elected pursuant to Section 4.6; 

“Redemption Notice” mean a
notice substantially in the form set out as Schedule C as amended by the
Committee from time to time;

“Regulatory Authorities” means
the Exchange and any other organized trading facilities on which the
Corporation's Shares are listed and all securities commissions or similar
securities regulatory bodies having jurisdiction over the Corporation; 

“Restricted Share Unit” or
“RSU” means a right to receive a Share, as determined by the Board, under
Section 4.1; 

“Securities Act” means the
Securities Act (Ontario), as amended, or such other successor legislation
as may be enacted, from time to time;




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“Securities Laws” means
securities legislation, securities regulation and securities rules, as amended,
and the policies, notices, instruments and blanket orders in force from time to
time that govern or are applicable to the Corporation or to which it is subject,
including, without limitation, the Securities Act; 

“Share” means one (1) common
share with $0.00001 par value in the capital stock of the Corporation as
constituted on the Effective Date or, in the event of an adjustment contemplated
by ARTICLE 7, such other shares or securities to which the holder of an Award
may be entitled as a result of such adjustment; 

“Termination Date” means, in the
case of a Participant whose employment or term of office or engagement
with the Corporation or an Affiliate terminates:

	 	(i) 	
      in the case of the resignation of the Participant as an
      Employee of the Corporation, the date that the Participant provides notice
      of his or her resignation as an Employee of the Corporation to the
      Corporation;

	 	 	 
	 	(ii) 	
      in the case of the termination of the Participant as an
      Employee of the Corporation by the Corporation for any reason other than
      death, the effective date of termination set out in the Corporation's
      notice of termination of the Participant as an Employee of the Corporation
      to the Participant;

	 	 	 
	 	(iii) 	
      in the case of the termination of the written contract of
      the Consultant Participant to provide consulting services to the
      Corporation, the effective date of termination set out in any notice
      provided by one of the parties to the written contract to the other party;
      or

	 	 	 
	 	(iv) 	
      the effective date of termination of a Director, Employee
      or Consultant pursuant to an order made by any Regulatory Authority having
      jurisdiction to so order;



provided that in the case of
termination by reason of voluntary resignation by the Participant, such date
shall not be earlier than the date that notice of resignation was received from
such Participant, and “Termination Date” in any such case
specifically does not mean the date on which any period of contractual
notice, reasonable notice, salary continuation or deemed employment that the
Corporation or the Affiliate, as the case may be, may be required at law to
provide to a Participant would expire;

“TSX-V” means the TSX Venture
Exchange; 

“TSX” means the Toronto Stock
Exchange;

“U.S. Participant” shall mean a
Participant who is a U.S. citizen or U.S. permanent resident;

“Vested Award” has the meaning
set out in Section 4.4; and 




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“Vesting Date” means the date or
dates designated in the Award Agreement, or such earlier date as is provided for
in the Plan or is determined by the Committee.

	2.2 	
      Interpretation

	 	 	 
		(a) 	
      Whenever the Board or, where applicable, the Committee is
      to exercise discretion in the administration of this Plan, the term
      “discretion” means the sole and absolute discretion of the Board or the
      Committee, as the case may be.

	 	 	 
		(b) 	
      As used herein, the terms “Article”, “Section”,
      “Subsection” and “clause” mean and refer to the specified Article,
      Section, Subsection and clause of this Plan, respectively.

	 	 	 
		(c) 	
      Words importing the singular include the plural and vice
      versa and words importing any gender include any other gender.

	 	 	 
		(d) 	
      Whenever any payment is to be made or action is to be
      taken on a day which is not a Business Day, such payment shall be made or
      such action shall be taken on the next following Business Day.

	 	 	 
		(e) 	
      In this Plan, a Person is considered to be a
      “Subsidiary” of another Person if:




	 	(i) 	
      it is controlled by,

	 	 	 	 
	 		(A) 	
      that other, or

	 	 	 	 
	 		(B) 	
      that other and one or more Persons, each of which is
      controlled by that other, or

	 	 	 	 
	 		(C) 	
      two or more Persons, each of which is controlled by that
      other; or




	 	(ii) 	
      it is a Subsidiary of a Person that is that other’s
      Subsidiary.




	 	(f) 	
      In this Plan, a Person is considered to be
      “controlled” by a Person if:




	 	(i) 	
      in the case of a Person,

	 	 	 	 
	 		(A) 	
      voting securities of the first-mentioned Person carrying
      more than 50% of the votes for the election of directors are held,
      directly or indirectly, otherwise than by way of security only, by or for
      the benefit of the other Person; and

	 	 	 	 
	 		(B) 	
      the votes carried by the securities are entitled, if
      exercised, to elect a majority of the directors of the first-mentioned
      Person;







- 9 -

	 	(ii) 	
      in the case of a partnership that does not have
      directors, other than a limited partnership, the second-mentioned Person
      holds more than 50% of the interests in the partnership; or

	 	 	 
	 	(iii) 	
      in the case of a limited partnership, the general partner
      is the second-mentioned Person.




	 	(g) 	
      Unless otherwise specified, all references to money
      amounts are to U.S. currency.

	 	 	 
	 	(h) 	
      This Plan is established under and the provisions of this
      Plan will be subject to and interpreted and construed in accordance with
      the laws of the Province of Quebec and Canada except as otherwise provided
      herein. The headings used herein are for convenience only and are not to
      affect the interpretation of this Plan.



ARTICLE 3 
ADMINISTRATION 


3.1       
Administration 

Subject to Section 3.2, this Plan will be administered by the
Board and the Board has sole and complete authority, in its discretion, to: 

	 	(a) 	
      determine the individuals to whom grants under the Plan
      may be made;

	 	 	 
	 	(b) 	
      make grants of Awards under the Plan in such amounts, to
      such Persons and, subject to the provisions of this Plan, on such terms
      and conditions as it determines including without
  limitation:




	 	(i) 	
      the time or times at which Awards may be
  granted;

	 	 	 	 
	 	(ii) 	
      the conditions under which:

	 	 	 	 
	 		(A) 	
      Awards may be granted to Participants; or

	 	 	 	 
	 		(B) 	
      Awards may be forfeited to the
  Corporation;




	 	(iii) 	
      applicable performance criteria, including the Adjustment
      Factor to be applied to PSUs;

	 	 	 
	 	(iv) 	
      the price, if any, to be paid by a Participant in
      connection with the granting of Awards;

	 	 	 
	 	(v) 	
      whether restrictions or limitations are to be imposed on
      the Shares issuable pursuant to grants of Awards, and the nature of such
      restrictions or limitations, if any; and

	 	 	 
	 	(vi) 	
      any acceleration of exercisability or vesting, or waiver
      of termination regarding any Award, based on such factors as the Board may
      determine;







- 10 -

	 	(c) 	
      interpret this Plan and adopt, amend and rescind
      administrative guidelines and other rules and regulations relating to this
      Plan; and

	 	 	 
	 	(d) 	
      make all other determinations and take all other actions
      necessary or advisable for the implementation and administration of this
      Plan.



The Board’s determinations and actions within its authority
under this Plan are conclusive and binding on the Corporation and all other
persons. The day-to-day administration of the Plan may be delegated to such
officers and employees of the Corporation or of a Subsidiary as the Board
determines. 

3.2       
Delegation to Committee 

To the extent permitted by applicable law and the Corporation’s
articles, the Board may, from time to time, delegate to a committee (the
“Committee”) of the Board, all or any of the powers conferred on the Board
under the Plan. In connection with such delegation, the Committee will exercise
the powers delegated to it by the Board in the manner and on the terms
authorized by the Board. Any decision made or action taken by the Committee
arising out of or in connection with the administration or interpretation of
this Plan in this context is final and conclusive. Notwithstanding any such
delegation or any reference to the Committee in this Plan, the Board may also
take any action and exercise any powers that the Committee is authorized to take
or has power to exercise under this Plan. 

3.3       
Eligibility 

All Employees, Consultants and Directors are eligible to
participate in the Plan, subject to subsections 5.11(c) and 5.2(g) . Eligibility
to participate does not confer upon any Employee, Consultant or Director any
right to receive any grant of an Award pursuant to the Plan. The extent to which
any Employee, Consultant or Director is entitled to receive a grant of an Award
pursuant to the Plan will be determined in the sole and absolute discretion of
the Board.

3.4       
Board Requirements 

Any Award granted under this Plan shall be subject to the
requirement that, if at any time the Corporation shall determine that the
listing, registration or qualification of the Shares issuable pursuant to such
Award upon any securities exchange or under any Securities Laws of any
jurisdiction, or the consent or approval of Regulatory Authority, is necessary
as a condition of, or in connection with, the grant or exercise of such Award or
the issuance or purchase of Shares thereunder, such Award may not be accepted or
exercised in whole or in part unless such listing, registration, qualification,
consent or approval shall have been effected or obtained on conditions
acceptable to the Board. Nothing herein shall be deemed to require the
Corporation to apply for or to obtain such listing, registration, qualification,
consent or approval. 

3.5       
Participation 

The Board may only grant Awards to an Employee or Consultant if
such Employee or Consultant is a bona fide Employee or Consultant of the
Corporation or a Subsidiary of the Corporation, as the case may be. The Board
may, in its sole discretion, grant the majority of the Awards to Insiders of the Corporation. The number of Shares
that may be purchased under any Award or the amount of any Award that shall be
granted in any form that may result in the issuance of Shares will be determined
and fixed by the Board at the date of grant, provided that: 




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	 	(a) 	
      if, and for so long as the Shares are listed on the
      TSX-V:

	 	 	 	 
	 		(i) 	
      no more than 5% of the issued and outstanding Shares may
      be granted to any one individual in any 12 month period (unless the
      Corporation has obtained disinterested approval for such grant);

	 	 	 	 
	 		(ii) 	
      no more than 2% of the issued and outstanding Shares may
      be granted to any one Consultant in any 12 month period; and

	 	 	 	 
	 		(iii) 	
      no more than an aggregate of 2% of the issued and
      outstanding Shares may be granted to all Participants conducting Investor
      Relations Activities in any 12 month period.




	 	(b) 	
      if, and for so long as the Shares are listed on the
      TSX:

	 	 	 	 
	 		(i) 	
      the number of Shares reserved for issuance to any one
      Participant pursuant to this Plan shall not, in aggregate, exceed 5% of
      the total number of Outstanding Shares; and

	 	 	 	 
	 		(ii) 	
      the number of Shares:




	 	(A) 	
      issuable, at any time, to Participants that are Insiders;
      and

	 	 	 
	 	(B) 	
      issued to Participants that are Insiders within any one
      year period;



pursuant to this Plan, or when
combined with all of Corporation’s other security based share compensation
arrangements shall not, in aggregate, exceed 10% of the total number of
Outstanding Shares on a non-diluted basis. 

3.6       
Number of Shares Reserved 

Subject to adjustment as provided for in ARTICLE 7 and any
subsequent amendment to this Plan, the number of Shares reserved for issuance
and which will be available for issuance pursuant to Awards granted under this
Plan will be equal to a number that: 

	 	(a) 	
      if, and for so long as the Shares are listed on the
      TSX-V, shall not exceed 1,000,000 (one million) Shares.

	 	 	 
	 	(b) 	
      if, and for so long as the Shares are listed on the TSX,
      shall not exceed 2.5% of the issued and outstanding Shares of the
      Corporation from time to time.







- 12 -

The aggregate maximum number of Shares available under the Plan
may be used for any type of Award. Subject to the provisions and restrictions of
this Plan, if any Award is cancelled or it expires or is otherwise terminated
prior to the Award being exercised for any reason whatsoever, the number of
Shares in respect of which Award is cancelled, expires or otherwise is
terminated for any reason whatsoever, as the case may be, will ipso facto again
be immediately available for purchase pursuant to Awards granted under this
Plan. 

All grants of Awards under this Plan will be evidenced by Award
Agreements. Award Agreements will be subject to the applicable provisions of
this Plan and will contain such provisions as are required by this Plan and any
other provisions that the Board may direct. Any one officer of the Corporation
is authorized and empowered to execute and deliver, for and on behalf of the
Corporation, an Award Agreement to each Participant granted an Award pursuant to
this Plan. 

3.7       
Non-transferability of Awards 

No assignment or transfer of Awards, whether voluntary,
involuntary, by operation of law or otherwise, vests any interest or right in
such Awards whatsoever in any assignee or transferee (except that, if, and for
so long as the Shares are listed on the TSX, a Participant may transfer Awards
to Permitted Assigns in a manner consistent with applicable tax and securities
laws) and immediately upon any assignment or transfer, or any attempt to make
the same, such Awards will terminate and be of no further force or effect. If
any Participant has transferred Awards to a corporation pursuant to this Section
3.7, such Awards will terminate and be of no further force or effect if at any
time the transferor should cease to own all of the issued shares of such
corporation. 

3.8       
Dividend Equivalents 

	 	(a) 	
      RSUs and PSUs shall be credited with dividend equivalents
      in the form of additional RSUs or PSUs, as applicable, as of each dividend
      payment date in respect of which normal cash dividends are paid on Shares.
      Such dividend equivalents shall be computed by dividing: (a) the amount
      obtained by multiplying the amount of the dividend declared and paid per
      Share by the number of RSUs or PSUs held by the Participant on the record
      date for the payment of such dividend, by (b) the Market Price at the
      close of the first business day immediately following the dividend record
      date, with fractions computed to three decimal places. Dividend
      equivalents credited to a Participant’s accounts shall vest in proportion
      to the RSUs or PSUs to which they relate.

	 	 	 
	 	(b) 	
      The foregoing does not obligate the Corporation to make
      dividends on Shares and nothing in this Plan shall be interpreted as
      creating such an obligation.



3.9       
Permitted Assigns 

If, and for so long as the Shares are listed on the TSX, grants
of Awards may be made to Permitted Assigns of Employees, Directors and
Consultants and may be transferred by Employees, Directors and Consultants to a
Permitted Assign of an Employee, Director or Consultant as applicable, except
for U.S. Participants, if transfer to a Permitted Assign would be prohibited by Section 409A of the Code. In any such case, the
provisions of ARTICLE 5 shall apply to the Award as if the Award was held by the
Employee, Director or Consultant rather than such person’s Permitted Assign. 




- 13 -

In the event of the death of the Permitted Assign, the Award
shall be automatically transferred to the Employee, Director or Consultant who
effected the transfer of the Award to the deceased Permitted Assign. 

ARTICLE 4 
GRANT OF AWARDS 


4.1       
Grant of Awards

If, and for so long as (i) the Shares are listed on the TSXV,
(ii) the Shares are listed on the Toronto Stock Exchange, or (iii) the prior
approval of the of the stock exchange on which the Shares are listed for trading
is obtained, the Board may, from time to time, subject to the provisions of this
Plan and such other terms and conditions as the Board may prescribe, grant RSUs
to any Participant and may grant PSUs to any Participant, other than a Director.
The number of Awards to be credited to each Participant’s Award Account shall be
computed by dividing (a) the Award Value, by (b) the Market Price of a Share on
the day immediately preceding the Grant Date, with fractions rounded down to the
nearest whole number.

4.2       
Terms of Awards 

The Board shall have the authority to condition the grant of
Awards upon the attainment of specified performance criteria, continued
employment for a specific period of time, or such other factors (which may vary
as between Awards) as the Board may determine in its sole discretion. 

4.3       
Vesting of Awards 

The Board shall have the authority to determine at the time of
grant, in its sole discretion, the duration of the vesting period and other
vesting terms applicable to the grant of Awards. The Vesting Date of an Award
shall be the date or dates specified in the Award Agreement. On and after the
Vesting Date, an Award, adjusted, in the case of PSUs, by the Adjustment Factor,
is a “Vested Award”.

4.4       
Crediting of Awards and Dividend Equivalents Award 

Awards granted to a Participant shall be credited to the
Participant’s Award Account on the Award Date. Each grant of Awards must be
confirmed by an Award Agreement signed by the Corporation and the Participant.
From time to time, a Participant’s Award Account shall be credited with
additional dividend equivalent Awards in respect of outstanding PSUs and RSUs on
each dividend payment date in respect of which normal cash dividends are paid on
Shares. Such dividend equivalents shall be computed as: 

	 	(a) 	
      the amount of the dividend declared and paid per Share
      multiplied by the number of Awards, recorded in the Participant’s Award
      Account on the date for the payment of such dividend, divided
  by







- 14 -

	 	(b) 	
      the Market Price of a Share as at the dividend payment
      date.



4.5       
Redemption Date Notice 

Participants shall elect a Redemption Date for Awards as
follows: 

	 	(a) 	
      Non-U.S. Participants may elect at any time to redeem
      Vested Awards on any date or dates after the date the Awards become Vested
      Awards and on or before the Expiry Date (the “Redemption Date”);
  and

	 	 	 
	 	(b) 	
      U.S. Participants shall elect to redeem Vested Awards on
      a fixed date or dates after the date the Awards become Vested Awards and
      on or before the Expiry Date (the “Redemption Date”) provided that such
      election must be irrevocably made prior to the earlier of: (i) receipt by
      the U.S. Participant of each Award of ; and (ii) the first day of the
      taxable year of the U.S. Participant in which the Performance Period, or
      other period over which the award is to be earned and vests, begins. For
      this purpose a “fixed date” may include any permissible payment event
      under Section 409A of the Code, or example, Separation from Service or a
      Change of Control (if also a change of control for purposes of Section
      409A of the Code).



Provided that if the Participant does not elect a Redemption
Date in respect of an Award the Award shall be redeemed on the Expiry Date. 

4.6       
Redemption of Share Units 

The Company shall redeem the Vested Share Units elected to be
redeemed by the Participant on the earlier of the elected Redemption Date and
the date set out in ARTICLE 5, by issuing and delivering to the
Participant the number of Shares equal to one Share for each whole Vested Award
elected to be redeemed. The Shares shall be issued within ten business
days of the Redemption Date. As a condition to the redemption of Vested Share
Units, the Participant will make such arrangements as required for the
satisfaction of any federal, state, local or foreign withholding tax obligations
that may arise in connection with the redemption. 




- 15 -

Notwithstanding anything to the contrary in this Section, the
Corporation shall redeem each U.S. Participant’s Vested Awards and transfer
Shares to the U.S. Participant no later than the earlier of the Redemption Date
and the date the U.S. Participant has a Separation from Service.

4.7       
Effect of Redemption of Share Units

A Participant shall have no further rights respecting any
Vested Share Unit which has been redeemed in accordance with the Plan.

ARTICLE 5 
TERMINATION OF EMPLOYMENT OR SERVICES



5.1       
Death or Disability

If a Participant dies or becomes Disabled while an Employee,
Director or Consultant: 

	 	(a) 	
      a portion of the next instalment of any Awards due to
      vest shall immediately vest such portion to equal to the number of Awards
      next due to vest multiplied by a fraction the numerator of which is the
      number of days elapsed since the date of vesting of the last instalment of
      the Awards (or if none have vested, the Date of Grant) to the date of
      Disability or death and the denominator of which is the number of days
      between the date of vesting of the last instalment of the Awards (or if
      none have vested, the Date of Grant) and the date of vesting of the next
      instalment of the Awards, provided that, for PSUs the Adjustment Factor
      will be deemed to be 1.0; 

	 	  	     
	 	(b) 	
      unless otherwise determined by the Board and set forth in
      an Award Agreement and subject to subsection (c), any Awards held by the
      Participant that are not yet vested at the date of Disability or death are
      immediately forfeited to the Corporation on the date of Disability or
      death; and 

	 	  	     
	 	(c) 	
      such Participant’s or Director’s eligibility to receive
      further grants of Awards under the Plan ceases as of the date of
      Disability or death. 




	5.2 	
      Termination of Employment or Services

	 	 	 
		(a) 	
      Where a Participant’s employment or term of office or
      engagement with the Corporation or an Affiliate terminates by reason of
      the Participant’s death or Disability, then the provisions of Section 5.1
      will apply.

	 	 	 
		(b) 	
      Unless otherwise determined by the Board and set forth in
      an Award Agreement, where a Participant’s employment or term of office or
      engagement terminates by reason of a Participant’s resignation or, in the
      case of a Consultant, by reason of the termination by the Consultant of
      the Consultant’s engagement in accordance with the terms of such
      engagement, then any Awards held by the Participant that are not Vested
      Awards at the Termination Date are immediately forfeited to
  the Corporation on the Termination Date. Vested Awards must
      be redeemed at the earlier of the Expiry Date and 90 days following the
      Termination Date.







- 16 -

	 	(c) 	
      Unless otherwise determined by the Board and set forth in
      an Award Agreement, where a Participant’s employment or term of office or
      engagement terminates by reason of termination by the Corporation or an
      Affiliate without Cause in the case of an Employee, without breach of a
      Director’s fiduciary duties or without breach of contract by a Consultant,
      as applicable (in each case as determined by the Board in its sole
      discretion) (whether such termination occurs with or without any or
      adequate notice or reasonable notice, or with or without any or adequate
      compensation in lieu of such notice), then any Awards held by the
      Participant that are not Vested Awards at the Termination Date are
      immediately forfeited to the Corporation on the Termination Date. Vested
      Awards must be redeemed at the earlier of the Expiry Date and 90 days
      following the Termination Date.

	 	 	 
	 	(d) 	
      Where an Employee Participant’s or Consultant
      Participant’s employment or engagement is terminated by the Corporation or
      an Affiliate for Cause (as determined by the Board in its sole
      discretion), or, in the case of a Consultant, for breach of contract (as
      determined by the Board in its sole discretion), then any Awards held by
      the Participant at the Termination Date (whether or not Vested Awards) are
      immediately forfeited to the Corporation on the Termination Date. Vested
      Awards must be redeemed at the earlier of the Expiry Date and 90 days
      following the Termination Date.

	 	 	 
	 	(e) 	
      Where a Director’s term of office is terminated by the
      Corporation for breach by the Director of his or her fiduciary duty to the
      Corporation (as determined by the Board in its sole discretion), then any
      Awards held by the Director at the Termination Date (whether or not Vested
      Awards) are immediately forfeited to the Corporation on the Termination
      Date.

	 	 	 
	 	(f) 	
      Where a Director’s term of office terminates for any
      reason other than death or Disability of the Director or a breach by the
      Director of his or her fiduciary duty to the Corporation (as determined by
      the Board in its sole discretion), the Board may, in its sole discretion,
      at any time prior to or following the Termination Date, provide for the
      vesting (or lapse of restrictions) of any or all Awards held by a Director
      on the Termination Date. Vested Awards must be redeemed at the earlier of
      the Expiry Date and 90 days following the Termination Date.

	 	 	 
	 	(g) 	
      The eligibility of a Participant to receive further
      grants under the Plan ceases as of the date that the Corporation or an
      Affiliate, as the case may be, provides the Participant with written
      notification that the Participant’s employment or term of service is
      terminated, notwithstanding that such date may be prior to the Termination
      Date.

	 	 	 
	 	(h) 	
      Unless the Board, in its sole discretion, otherwise
      determines, at any time and from time to time, Awards are not affected by
      a change of employment arrangement within or among the Corporation or a
      Subsidiary for so long as the Participant continues to be an employee of
      the Corporation or a Subsidiary, including without limitation a change
in the employment arrangement of a Participant whereby such Participant becomes
a Director. 







- 17 -

5.3       
Discretion to Permit Acceleration 

Notwithstanding the provisions of Sections 5.1 and 5.2, the
Board may, in its discretion, at any time prior to or following the events
contemplated in such Sections, permit the acceleration of vesting of any or all
Awards, all in the manner and on the terms as may be authorized by the Board and
based on an Adjustment Factor determined in the discretion of the Committee.


ARTICLE 6 
CHANGE IN CONTROL 


6.1       
Change in Control 

The Board shall have the right to determine that any unvested
or unearned Awards outstanding immediately prior to the occurrence of a Change
in Control shall become fully vested or earned or free of restriction upon the
occurrence of such Change in Control and based on an Adjustment Factor
determined in the discretion of the Committee. The Board may also determine that
any vested or earned Awards shall be redeemed as of the date such Change in
Control is deemed to have occurred, or as of such other date as the Board may
determine prior to the Change in Control. Further, the Board shall have the
right to provide for the conversion or exchange of any Awards into or for rights
or other securities in any entity participating in or resulting from the Change
in Control. 

ARTICLE 7 
SHARE CAPITAL ADJUSTMENTS 


7.1       
General 

The existence of any Awards does not affect in any way the
right or power of the Corporation or its shareholders to make, authorize or
determine any adjustment, recapitalization, reorganization or any other change
in the Corporation’s capital structure or its business, or any amalgamation,
combination, arrangement, merger or consolidation involving the Corporation, to
create or issue any bonds, debentures, Shares or other securities of the
Corporation or to determine the rights and conditions attaching thereto, to
effect the dissolution or liquidation of the Corporation or any sale or transfer
of all or any part of its assets or business, or to effect any other corporate
act or proceeding, whether of a similar character or otherwise, whether or not
any such action referred to in this Section would have an adverse effect on this
Plan or on any Award granted hereunder. 

7.2       
Reorganization of Corporation’s Capital 

Should the Corporation effect a subdivision or consolidation of
Shares or any similar capital reorganization or a payment of a stock dividend
(other than a stock dividend that is in lieu of a cash dividend), or should any
other change be made in the capitalization of the Corporation that does not
constitute a Change in Control and that would warrant the amendment or
replacement of any existing Awards in order to adjust the number of Shares that
may be acquired on the vesting of outstanding Awards and/or the terms of any
Award in order to preserve proportionately the rights and obligations of the Participants
holding such Awards, the Board will, subject to the prior approval of the
Exchange, authorize such steps to be taken as it may consider to be equitable
and appropriate to that end.  




- 18 -

7.3       
Other Events Affecting the Corporation 

In the event of an amalgamation, combination, arrangement,
merger or other transaction or reorganization involving the Corporation and
occurring by exchange of Shares, by sale or lease of assets or otherwise, that
does not constitute a Change in Control and that warrants the amendment or
replacement of any existing Awards in order to adjust: (a) the number of Shares
that may be acquired on the vesting of outstanding Awards and/or (b) the terms
of any Award in order to preserve proportionately the rights and obligations of
the Participants holding such Awards, the Board will, subject to the prior
approval of the Exchange, authorize such steps to be taken as it may consider to
be equitable and appropriate to that end. 

7.4       
Immediate Acceleration of Awards 

Where the Board determines that the steps provided in Sections
7.2 and 7.3 would not preserve proportionately the rights, value and obligations
of the Participants holding such Awards in the circumstances or otherwise
determines that it is appropriate, the Board may permit the immediate vesting of
any unvested Awards and based on an Adjustment Factor determined in the
discretion of the Committee.

7.5       
Issue by Corporation of Additional Shares 

Except as expressly provided in this ARTICLE 7, neither the
issue by the Corporation of shares of any class or securities convertible into
or exchangeable for shares of any class, nor the conversion or exchange of such
shares or securities, affects, and no adjustment by reason thereof is to be made
with respect to the number of Shares that may be acquired as a result of a grant
of Awards. 

7.6       
Fractions 

No fractional Shares will be issued pursuant to an Award.
Accordingly, if, as a result of any adjustment under Section 7.2, 7 or dividend
equivalent, a Participant would become entitled to a fractional Share, the
Participant has the right to acquire only the adjusted number of full Shares and
no payment or other adjustment will be made with respect to the fractional
Shares, which shall be disregarded. 

ARTICLE 8 
MISCELLANEOUS PROVISIONS 


8.1       
Legal Requirement 

The Corporation is not obligated to grant any Awards, issue any
Shares or other securities, make any payments or take any other action if, in
the opinion of the Board, in its sole discretion, such action would constitute a
violation by a Participant, Director or the Corporation of any provision of any applicable statutory or regulatory enactment of any
government or government agency or the requirements of any stock exchange upon
which the Shares may then be listed.  




- 19 -

8.2       
Participants’ Entitlement 

Except as otherwise provided in this Plan, Awards previously
granted under this Plan are not affected by any change in the relationship
between, or ownership of, the Corporation and an Affiliate. For greater
certainty, all grants of Awards remain are not affected by reason only that, at
any time, an Affiliate ceases to be an Affiliate.

8.3       
Withholding Taxes 

The granting or vesting of each Award under this Plan is
subject to the condition that if at any time the Board determines, in its
discretion, that the satisfaction of withholding tax or other withholding
liabilities is necessary or desirable in respect of such grant or vesting, such
action is not effective unless such withholding has been effected to the
satisfaction of the Board. In such circumstances, the Board may require that a
Participant pay to the Corporation such amount as the Corporation or an
Affiliate is obliged to remit to the relevant taxing authority in respect of the
granting or vesting of the Award. Any such additional payment is due no later
than the date on which any amount with respect to the Award is required to be
remitted to the relevant tax authority by the Corporation or an Affiliate, as
the case may be. 

8.4       
Rights of Participant 

No Participant has any claim or right to be granted an Award
and the granting of any Award is not to be construed as giving a Participant a
right to remain as an employee, consultant or director of the Corporation or an
Affiliate. No Participant has any rights as a shareholder of the Corporation in
respect of Shares issuable pursuant to any Award until the allotment and
issuance to such Participant, or as such Participant may direct, of certificates
representing such Shares.

8.5       
Other Incentive Awards 

The Board shall have the right to grant other incentive awards
based upon Shares under this Plan to Participants in accordance with applicable
laws and regulations and subject to regulatory approval, including without
limitation the approval of the Exchange (to the extent the Corporation has any
securities listed on the particular exchange), having such terms and conditions
as the Board may determine, including without limitation the grant of Shares
based upon certain conditions and the grant of securities convertible into
Shares. 

8.6       
Blackout Period 

If an Award expires during, or within ten Business Days after,
a trading black-out period imposed by the Corporation to restrict trades in the
Corporation’s securities, then, notwithstanding any other provision of this
Plan, the Award shall expire ten business days after the trading black-out
period is lifted by the Corporation. 




- 20 -

8.7       
Termination 

The Board may, without notice or shareholder approval,
terminate the Plan on or after the date upon which no Awards remain outstanding.

8.8       
Amendment 

	 	(a) 	
      Subject to the rules and policies of any stock Exchange
      on which the Shares are listed and applicable law, the Board may, without
      notice or shareholder approval, at any time or from time to time, amend
      the Plan for the purposes of:

	 	 	 	 
	 		(i) 	
      making any amendments to the general vesting provisions
      of each Award;

	 	 	 	 
	 		(ii) 	
      making any amendments to the provisions set out in
      ARTICLE 5;

	 	 	 	 
	 		(iii) 	
      making any amendments to add covenants of the Corporation
      for the protection of Participants, as the case may be, provided that the
      Board shall be of the good faith opinion that such additions will not be
      prejudicial to the rights or interests of the Participants, as the case
      may be;

	 	 	 	 
	 		(iv) 	
      making any amendments not inconsistent with the Plan as
      may be necessary or desirable with respect to matters or questions which,
      in the good faith opinion of the Board, having in mind the best interests
      of the Participants, it may be expedient to make, including amendments
      that are desirable as a result of changes in law in any jurisdiction where
      a Participant resides, provided that the Board shall be of the opinion
      that such amendments and modifications will not be prejudicial to the
      interests of the Participants; or

	 	 	 	 
	 		(v) 	
      making such changes or corrections which, on the advice
      of counsel to the Corporation, are required for the purpose of curing or
      correcting any ambiguity or defect or inconsistent provision or clerical
      omission or mistake or manifest error, provided that the Board shall be of
      the opinion that such changes or corrections will not be prejudicial to
      the rights and interests of the Participants.




	 	(b) 	
      Subject to Section 6.1, the Board shall not materially
      adversely alter or impair any rights or increase any obligations with
      respect to an Award previously granted under the Plan without the consent
      of the Participant, as the case may be.

	 	 	 	 
	 	(c) 	
      Notwithstanding any other provision of this Plan, none of
      the following amendments shall be made to this Plan without approval of
      the Exchange (to the extent the Corporation has any securities listed on
      the particular Exchange) and the approval of shareholders in accordance
      with the requirements of such Exchange(s):

	 	 	 	 
	 		(i) 	
      amendments to the Plan which would increase the number of
      Shares issuable under the Plan, except as otherwise provided pursuant to
      the provisions in the Plan, including Sections 7.2 and 7.3,
      which permit the Board to make adjustments in the event of transactions
      affecting the Corporation or its capital;







- 21 -

	 	(ii) 	
      amendments to the Plan which would increase the number of
      Shares issuable to Insiders, except as otherwise provided pursuant to the
      provisions in the Plan, including Sections 7.2 and 7.3, which permit the
      Board to make adjustments in the event of transactions affecting the
      Corporation or its capital; and

	 	 	 
	 	(iii) 	
      amendments to this Section 8.8.



Any amendment that would cause an Award held by a U.S.
Participant to fail to comply with Section 409A of the Code shall be null and
void ab initio. 

8.9       
Section 409A of the Code 

This Plan will be construed and interpreted to be exempt from,
or where not so exempt, to comply with Section 409A of the Code to the extent
required to preserve the intended tax consequences of this Plan. The Corporation
reserves the right to amend this Plan to the extent it reasonably determines is
necessary in order to preserve the intended tax consequences of this Plan in
light of Section 409A of the Code and any regulations or guidance under that
section. In no event will the Corporation be responsible if Awards under this
Plan result in adverse tax consequences to a U.S. Participant under Section 409A
of the Code. Notwithstanding any provisions of the Plan to the contrary, in the
case of any “specified employee” within the meaning of Section 409A of the Code
who is a U.S. Participant, distributions of non-qualified deferred compensation
under Section 409A of the Code made in connection with a “separation from
service” within the meaning set forth in Section 409A of the Code may not be
made prior to the date which is 6 months after the date of separation from
service (or, if earlier, the date of death of the U.S. Participant). Any amounts
subject to a delay in payment pursuant to the preceding sentence shall be paid
as soon practicable following such 6-month anniversary of such separation from
service. 

8.10    
 Indemnification 

Every member of the Board will at all times be indemnified and
saved harmless by the Corporation from and against all costs, charges and
expenses whatsoever including any income tax liability arising from any such
indemnification, that such member may sustain or incur by reason of any action,
suit or proceeding, taken or threatened against the member, otherwise than by
the Corporation, for or in respect of any act done or omitted by the member in
respect of this Plan, such costs, charges and expenses to include any amount
paid to settle such action, suit or proceeding or in satisfaction of any
judgment rendered therein. 

8.11     
Participation in the Plan 

The participation of any Participant in the Plan is entirely
voluntary and not obligatory and shall not be interpreted as conferring upon
such Participant any rights or privileges other than those rights and privileges
expressly provided in the Plan. In particular, participation in the Plan does not constitute a condition of employment or engagement nor a
commitment on the part of the Corporation to ensure the continued employment or
engagement of such Participant. The Plan does not provide any guarantee against
any loss which may result from fluctuations in the market value of the Shares.
The Corporation does not assume responsibility for the income or other tax
consequences for the Participants and Directors and they are advised to consult
with their own tax advisors.





- 22 -

8.12    
 International Participants 

With respect to Participants who reside or work outside Canada
and the United States, the Board may, in its sole discretion, amend, or
otherwise modify, without shareholder approval, the terms of the Plan or Awards
with respect to such Participants in order to conform such terms with the
provisions of local law, and the Board may, where appropriate, establish one or
more sub-plans to reflect such amended or otherwise modified provisions. 

8.13      Effective
Date 

This Plan becomes effective on which the Plan was approved by
the majority of the disinterested shareholders of the Corporation.

8.14      Governing
Law 

This Plan and all matters to which reference is made herein
shall be governed by and interpreted in accordance with the federal laws of
Canada applicable therein. 

8.15      Compliance
with United States Securities Laws 

All Awards and the issuance of Shares underlying such Awards
issued pursuant to the Plan will be issued pursuant to the registration
requirements of the United States Securities Act of 1933, as amended, or an
exemption from such registration requirements. 




SCHEDULE A 

Restricted Share Unit Award Agreement 

IntelGenx Technologies Corp. (“Us”, “We” or
“Our”) hereby grants the following Restricted Share Units to you subject
to the terms and conditions of this Award Agreement (the “Agreement”),
together with the provisions of Our Performance and Restricted Share Unit Plan
(the “Plan”) dated May **, 2018, in which you become a “Participant”, all
the terms of which are hereby incorporated into this Agreement: 


	Name and Address of Participant:
      _________________________________________________________________________
	 
	Date of Grant:
      ________________________________________________________________________________________
	 
	Type of Award:
      _______________________________________________________________________________________
	 
	Total Number Granted:
      __________________________________________________________________________________
	 
	Vesting Date(s):
      _______________________________________________________________________________________
	 
	Expiry Date:
      __________________________________________________________________________________________




	1. 	
      The terms and conditions of the Plan are hereby
      incorporated by reference as terms and conditions of this Award Notice and
      all capitalized terms used herein, unless expressly defined in a different
      manner, have the meanings ascribed thereto in the Plan.

	 	 
	2. 	
      Each notice relating to the Award must be in writing and
      signed by the Participant or the Participant’s legal representative. All
      notices to Us must be delivered personally or by prepaid registered mail
      and must be addressed to Our Corporate Secretary. All notices to the
      Participant will be addressed to the principal address of the Participant
      on file with Us. Either the Participant or We may designate a different
      address by written notice to the other. Any notice given by either the
      Participant or US is not binding on the recipient thereof until
      received.

	 	 
	3. 	
      Nothing in the Plan, in this Agreement, or as a result of
      the grant of an Award to you, will affect Our right, or that of any
      Affiliate of Ours, to terminate your employment or term of office or
      engagement at any time for any reason whatsoever. Upon such termination,
      your rights to exercise Award will be subject to restrictions and time
      limits, complete details of which are set out in the
  Plan.



INTELGENX TECHNOLOGIES CORP.


By:
_________________________________________________
        
Authorized Signatory





- 2 - 

I have read the foregoing Agreement and hereby accept the Award
in accordance with and subject to the terms and conditions of the Agreement and
the Plan. I understand that I may review the complete text of the Plan by
contacting the Office of the Corporate Secretary. I agree to be bound by the
terms and conditions of the Plan governing the Award.

	 	 	 
	Date Accepted 	 	Signature 






- 3 - 

SCHEDULE B 

Performance Share Unit Award Agreement 

IntelGenx Technologies Corp. (“Us”, “We” or
“Our”) hereby grants the following Performance Share Units to you subject
to the terms and conditions of this Award Agreement (the “Agreement”),
together with the provisions of Our Performance and Restricted Share Unit Plan
(the “Plan”), dated May **, 2018 , in which you become a “Participant”,
all the terms of which are hereby incorporated into this Agreement: 


	Name and Address of Participant:
      _________________________________________________________________________
	 
	Date of Grant:
      ________________________________________________________________________________________
	 
	Type of Award:
      _______________________________________________________________________________________
	 
	Total Number Granted:
      __________________________________________________________________________________
	 
	Vesting Date(s):
      _______________________________________________________________________________________
	 
	Expiry Date:
      __________________________________________________________________________________________
	 
	Performance Period:
      ____________________________________________________________________________________



The Adjustment Factor is determined as follows: 

[set out the performance criteria and adjustment factor] 

The Adjustment Factor for performance between the numbers set
out above is interpolated on a straight line basis.

	1. 	
      The terms and conditions of the Plan are hereby
      incorporated by reference as terms and conditions of this Award Notice and
      all capitalized terms used herein, unless expressly defined in a different
      manner, have the meanings ascribed thereto in the Plan.

	 	 
	2. 	
      Each notice relating to the Award must be in writing and
      signed by the Participant or the Participant’s legal representative. All
      notices to Us must be delivered personally or by prepaid registered mail
      and must be addressed to Our Corporate Secretary. All notices to the
      Participant will be addressed to the principal address of the Participant
      on file with Us. Either the Participant or We may designate a different
      address by written notice to the other. Any notice given by either the
      Participant or US is not binding on the recipient thereof until
      received.

	 	 
	3. 	
      Nothing in the Plan, in this Agreement, or as a result of
      the grant of an Award to you, will affect Our right, or that of any
      Affiliate of Ours, to terminate your employment or term of office or
      engagement at any time for any reason whatsoever. Upon such termination,
      your rights to exercise Award will be subject to restrictions and time
      limits, complete details of which are set out in the
  Plan.







- 4 - 

SCHEDULE C 

Redemption Notice 

To: IntelGenx Technologies Corp. 

The undersigned elects to redeem: 

___________ % of the Vested Awards and related dividend
equivalents on [specify date after the date the redemption notice is provided].


	DATED_________________________ 	  
	 	Name: